Edgar Filing: BOYD WILLIAM S

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BOYD WILLIAM S

2. Issuer Name and Ticker or Trading Symbol
BOYD GAMING CORP [BYD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

2950 INDUSTRIAL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2005

(Street)

LAS VEGAS, NV 89109

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/11/2005		G	V	2,240	D	⁽¹⁹⁾	14,065,779	I	Trust ⁽¹⁾
Common Stock								34,245	I	Corporation ⁽²⁾
Common Stock								28,000	I	Corporation ⁽³⁾
Common Stock								761,178	I	Limited Partnership ⁽⁴⁾
Common Stock								2,064,010	I	Limited Partnership ⁽⁵⁾
Common Stock								2,591,207	I	Limited Partnership ⁽⁶⁾
Common Stock								229,808	I	Annuity Trust ⁽⁷⁾
Common Stock								262,554	I	Annuity Trust ⁽⁸⁾
Common Stock								109,243	I	Annuity Trust ⁽⁹⁾
Common Stock								114,768	I	Annuity Trust ⁽¹⁰⁾
Common Stock								12,934	I	Annuity Trust ⁽¹¹⁾
Common Stock								23,712	I	Annuity Trust ⁽¹²⁾
Common Stock								2,608,686	I	Limited Partnership ⁽¹³⁾
Common Stock								2,664,178	I	Limited Partnership ⁽¹⁴⁾
Common Stock								12,801	I	Annuity Trust ⁽¹⁵⁾
Common Stock								22,545	I	Annuity Trust ⁽¹⁶⁾
Common Stock								9,920	I	Annuity Trust ⁽¹⁷⁾
Common Stock								17,421	I	Annuity Trust ⁽¹⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BOYD WILLIAM S 2950 INDUSTRIAL ROAD LAS VEGAS, NV 89109	X	X	Chief Executive Officer

Signatures

William S. Boyd		01/13/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	By William S. Boyd Gaming Properties Trust, of which reporting person is the trustee, settlor and beneficiary.
(2)	By W.S.B., Inc., the reporting person's wholly owned corporation.
(3)	By William S. Boyd Family Corporation, the reporting person's wholly owned corporation.
(4)	By W.M. Limited Partnership, of which W.S.B., Inc. is general partner.
(5)	By BG-99 Limited Partnership, of which W.S.B., Inc. is general partner.
(6)	By BG-00 Limited Partnership, of which W.S.B., Inc. is general partner.
(7)	By William S. Boyd Retained Annuity Trust #2, of which the reporting person is the grantor and trustee.
(8)	By William S. Boyd Retained Annuity Trust #3, of which the reporting person is the grantor and trustee.
(9)	By BG-99 Retained Annuity Trust #2, of which the reporting person is the grantor and trustee.
(10)	By BG-99 Retained Annuity Trust #3, of which the reporting person is the grantor and trustee.
(11)	By BG-00 Retained Annuity Trust #2, of which the reporting person is the grantor and trustee.
(12)	By BG-00 Retained Annuity Trust #3, of which the reporting person is the grantor and trustee.
(13)	By BG-01 Limited Partnership, of which W.S.B., Inc. is general partner.
(14)	By BG-02 Limited Partnership, of which W.S.B., Inc. is general partner.
(15)	By BG-01 Retained Annuity Trust #2, of which the reporting person is the grantor and trustee.
(16)	By BG-01 Retained Annuity Trust #3, of which the reporting person is the grantor and trustee.
(17)	By BG-02 Retained Annuity Trust #2, of which the reporting person is the grantor and trustee.
(18)	By BG-02 Retained Annuity Trust #3, of which the reporting person is the grantor and trustee.
(19)	On January 11, 2005, the reporting person gifted 2,240 shares of Common Stock (the "Shares") from the William S. Boyd Gaming Properties Trust ("WSBGPT"), of which the reporting person is trustee, settlor and beneficiary, to the education trusts of the following grandchildren in the amounts specified in brackets: The Aysia Lynn Boyd 1997 Education Trust (280 shares), The Samuel Joseph Boyd, Jr., 1997 Education Trust (280 shares), The Taylor Joseph Boyd 1997 Education Trust (280 shares), The Josef William Boyd 1997 Education Trust (280 shares), The T'Mir Kathleen Boyd 1997 Education Trust (280 shares), The William Samuel Boyd 1997 Education Trust (280 shares), The Sean William Johnson 1997 Education Trust (280 shares), and The Justin Boyd 1999 Education Trust 280 shares).

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